Heter Iska

By resolution adopted by the management of Peakhill Capital located in Toronto, we the undersigned hereby obligate Peakhill, including all branches and subsidiaries regarding all transactions (including but not limited to, transactions with individuals or companies that lend to or invest funds at Peakhill or its agents, or individual or companies that borrow funds from the Peakhill or its agents, in all forms of credit or deposits, including any obligations, guarantees, mortgages,  issuance of shares, any types of stock transactions, any activity or fees arising from any brokerage or escrow transactions) that may in any way violate any law of Ribbis, those funds (the “Funds”) advanced shall be in the hands of the recipient as an investment (the “Iska”) according to the following terms.

Upon receipt of the Funds, the recipient (the “Managing Party”) shall invest the Funds on behalf of the Investing Party or, alternatively, transfer to the party advancing the funds (the “Investing Party”) in an effective and binding manner, a share equal to the Funds in all of the Managing Party’s real estate, businesses and other halachically permissible investments (the “Investment”)  The terms “interest”, “rate of interest”, or “interest payment” contained in the documents (the “Agreements”) referring to these transactions that entails a prohibition of Ribbis shall not mean actual interest but rather shall be construed as the “predetermined return on investment” (the “PROI”).

If the Managing Party returns the Funds to the Investing Party plus a return equal to the amounts called for by all contracts, notes, and agreements between the Investing Party and the Managing Party including but not limited to, interest, one time charges or bonuses, points, penalties, benefits, and index charges, as per the schedule of Agreements, (the “Yield”) according to the terms of the Agreements, then the Managing Party shall not be obligated to provide to the Investing Party any accounting of profits or losses pertaining to the Funds or the Investment.

The Investing Party and Managing Party (collectively the “Parties” individually the “Party”) agree that if the actual profit from the Investment is greater than the Yield, the Managing Party shall retain all profits above the Yield in consideration for its services. If, after investing the Funds, the Managing Party sees a better investment opportunity, then the Managing Party may reinvest the Funds in this opportunity according to the terms of the Iska.

In the event that: (i) the Managing Party does not make the monthly payments as required under the applicable transaction documents; or (ii) a covenant or other provision tied to a default interest rate is triggered, the presumption shall be that the Investment is generating profits equal to the applicable interest rate set forth in the transaction documents, and such monies shall continue to be invested by the Managing Party.

The Managing Party must notify the Investing Party in writing if the amount of profits or losses is less than what was projected by Friday of each week, and in the absence of such notice, the Yield will be deemed to have been earned. In the event that the Managing Party serves a notice of loss or lack of profits, the Investing Party has the right to end the Investment immediately and the Managing Party will be obligated to pay the balance of the Investment.

The Managing Party may only substantiate a claim of loss of any part of the Funds by the testimony of two witnesses admissible in accordance with the strictest adherence to Jewish Law before a halachically acceptable Beth Din comprised of such Rabbis as the Investing Party may appoint acting in good faith (the “Beth Din”) The Managing Party may only substantiate a claim that the profit is less than the Yield by an oath (the “Oath”) to confirm such fact; and to provide any other proof to that effect when so requested by the Beth Din. The Oath shall be the most onerous form of oath stipulated by Jewish law and shall be made in the presence of a Rabbi, his congregation and the Beth Din, all in strict conformity with Jewish Law. In addition, the Investing Party may demand full access to all legal records, documents, financial statements or receipts that the Investing Party deems necessary to verify the claims of the Managing Party. The Managing Party waives its right to substantiate these claims by any other means.

Any payments made not justified by this Iska agreement, such as prepaid interest, points, or other fees, shall reduce the Investment. However, any payment made pursuant to this Iska agreement shall remain consistent to the amounts called for in the Agreement.

 In the event any Iska is sold/assigned to a party not subject to the Laws of Ribbis, on condition that they are not repurchased by the seller, the remaining balance of the Iska (the “Balance”) shall be due immediately. However, the Managing Party may retain the Balance provided that the Managing Party is obligated to the assignee pursuant to all of the terms specified in the Agreements executed between the Managing Party and Investing Party.

All this was decided by the management of the Peakhill Capital with an absolute decision which is binding as per the powers and authority of the management on behalf of the shareholders. This resolution and obligation is binding with the same force and effect as a duly adopted corporate resolution. No manager, present or future, shall be authorized to lend or borrow, to obligate, or to accept an obligation, in a manner that violates or may violate Ribbis or Avak Ribbis. The management of the Peakhill Capital hereby affirms that this document is legally binding.

From the day this document is executed by Peakhill Capital, all transactions shall be exclusively according to the terms of this Iska contract. However, if any security is provided to the Peakhill Capital this Heter Iska shall serve to secure the Managing Party’s obligations and the remedies provided to the Peakhill Capital herein and may be enforced in the event of default on the part of the Managing Party.

All this is prepared and performed without contest or false pretense, and effected with the legal form of halachic transaction in the form of a kinyan sudar in a proper manner with a vessel that is consistent with the laws governing such a transaction, in a binding manner. All this had been stipulated in the form of a “double condition” (stating both the positive and negative contingencies) as required in Jewish law, the positive side of the condition having been mentioned before the negative side, and the condition having been mentioned before the act conditional on it, and always referring to such a condition which can be fulfilled, all as it is explained in the laws referring to the condition of the children of Gad and the children of Reuben.

It is agreed that any doubt that may arise regarding the interpretation of this document shall be construed in a manner that will uphold this document, and not in a manner that would invalidate it. It is agreed to accept the opinions of any Halachic decisor that upholds this document.